Stock Purchase Agreement with Cumorah Capital, Inc., a Nevada Corporation Dated June 4, 2008.
Exhibit
99.2
with
Cumorah
Capital, Inc.,
a
Nevada
Corporation
Dated
June 4, 2008.
THIS
AGREEMENT is made and entered into this 4th
day of
June, 2008, by and between Warp 9, Inc., (hereinafter referred to as "Seller")
and Cumorah Capital, Inc. (hereinafter referred to as "Purchaser");
W
I T N E
S S E T H:
WHEREAS,
the Seller is the record owner and holder of 5,000,000 shares (hereinafter
referred to as the "Shares") of the common stock of Carbon Sciences, Inc. (the
“Company”), and
WHEREAS,
the Purchaser desires to purchase the Shares and the Seller desires to sell
the
Shares, upon the terms and subject to the conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
in
this Agreement, and in order to consummate the purchase and the sale of the
Shares aforementioned, it is hereby agreed as follows:
1.
PURCHASE AND SALE:
Subject
to the terms and conditions hereinafter set forth, at the closing of the
transaction contemplated hereby, the Seller shall sell, convey, transfer, and
deliver to the Purchaser certificate(s) representing the Shares, and the
Purchaser shall purchase from the Seller the Shares in consideration of the
purchase price set forth in this Agreement. The certificate(s) representing
the
Shares shall be duly endorsed for transfer or accompanied by appropriate stock
transfer powers duly executed in blank, in either case with bank guaranteed
signatures and delivered by Seller to the Escrow Agent (hereinafter defined)
contemporaneously with Seller’s execution of this Agreement and delivery thereof
to the Escrow Agent.
2.
AMOUNT
AND PAYMENT OF PURCHASE PRICE.
As
total
consideration for the purchase and sale of the Shares, pursuant to this
Agreement, the Purchaser shall pay to the Seller the sum of Five Hundred
Thousand Dollars ($500,000.00), such total consideration to be referred to
in
this Agreement as the "Purchase Price". The Purchase Price shall be delivered
upon the execution of this Agreement by Seller (and Seller’s delivery to
Purchaser of an executed copy thereof and an executed copy of the Escrow
Agreement (hereinafter defined), to Xxxxxxxxxx & Associates, as escrow
agent, pursuant to the escrow agreement executed by the parties in the form
attached hereto as Exhibit A (the “Escrow Agreement”).
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3.
REPRESENTATIONS AND WARRANTIES OF SELLER.
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a)
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Seller
hereby warrants and represents that Seller is the lawful owner of
the
Shares, free and clear of all security interests, liens, encumbrances,
equities and other charges (other than those that will be eliminated
and
discharged at closing), with sole dispositive authority with respect
to
the Shares and has not granted any person a proxy that has not expired
or
been validly withdrawn and the sale and delivery of the Shares to
Purchaser pursuant to this Agreement will vest in Purchaser the legal
and
valid title to the Shares, free and clear of all liens, security
interests, adverse claims or other encumbrances of any character
whatsoever.
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b)
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Seller
represents that it has full power and authority to enter into this
Agreement.
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c)
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Neither
the execution or delivery by the Seller of this Agreement, nor the
consummation or performance by the Seller of the transactions contemplated
hereby or thereby will, directly or indirectly, (a) contravene, conflict
with, constitute a default (or an event or condition which, with
notice or
lapse of time or both, would constitute a default) under, any agreement
or
instrument to which the Seller is a party or to which the Shares
are
subject; or (b) contravene, conflict with, or result in a violation
of,
any law to which the Seller may be
subject.
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d)
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There
is no pending action, claim or proceeding against the Seller that
involves
the Shares or that challenges, or may have the effect of preventing,
delaying or making illegal, or otherwise interfering with, any of
the
transactions contemplated by this Agreement and, to the knowledge
of the
Seller, no such action, claim or proceeding has been threatened,
and no
event or circumstance exists that is reasonably likely to give rise
to or
serve as a basis for the commencement of any such action, claim or
proceeding.
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Seller
discloses that the Shares are subject to a lockup agreement. Seller has agreed
with Carbon Sciences, Inc. (the “Company”) that until two (2) years after the
Company’s first registration statement (the “Registration Statement”) is
declared effective by the SEC, the Seller will not exercise any rights to sell
any unregistered shares of the Company's Common Stock as may be permitted under
SEC Rule 144. The Seller has further agreed that the holding periods described
in SEC Rule 144 will be deemed to begin when the Registration Statement is
declared effective by the SEC, rather than when the unregistered Shares held
by
the Seller were bought and fully paid for.
The
Company’s Registration Statement was declared effective by the SEC on August 13,
2007.
4.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
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a)
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Purchaser
hereby warrants and represents that Purchaser will comply with the
terms
and conditions of the Seller’s two year lockup agreement with the Company,
as described in Section 3 above.
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b)
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Purchaser
represents that it has full power and authority to enter into this
Agreement.
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c)
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Purchaser
has conducted its own due diligence with respect to the Company and
that
Seller has made no representations with respect to the Company, its
status, or the existence or non-existence of liabilities in the Company
or
the Shares except as explicitly stated in this Agreement.
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5.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
Seller
and Purchaser hereby represent and warrant that there has been no act or
omission by Seller or Purchaser which would give rise to any valid claim against
any of the parties hereto for a brokerage commission, finder's fee, or other
like payment in connection with the transactions contemplated
hereby.
6.
GENERAL PROVISIONS
(a)
Entire Agreement. This Agreement constitutes the entire Agreement and supersedes
all prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
(b)
Sections and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning
or
interpretation of this Agreement.
(c)
Governing Law. This Agreement and all transactions contemplated hereby, shall
be
governed by, construed and enforced in accordance with the laws of the State
of
Nevada. The parties herein waive trial by jury and agree to submit to the
personal jurisdiction and venue of a court of subject matter jurisdiction
located in Xxxxx County, State of Nevada. In the event that litigation results
from or arises out of this Agreement or the performance thereof, the parties
agree to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as costs,
in
addition to any other relief to which the prevailing party may be
entitled.
(d)
Survival of Representations and Warranties. The representations and warranties
of the parties shall survive for a period of one year after the transfer of
the
Shares to the Purchaser.
IN
WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
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“PURCHASER”
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Cumorah
Capital, Inc.
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By
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By
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Xxxxxxxx
Xxxxxxx, President
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Xxxxxxx
X. Xxxxxxx, Xx., President
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0000
XxXxxx Xxxxx, Xxxxx 000
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Xxxxxx,
XX 00000
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Xxx
Xxxxx, XX 00000
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